An incorporated association has its own legal identity separate from its members, providing protection to members in legal transactions.
An incorporated association:
- is a 'legal person'
- can enter into and enforce contracts in its own name
- can open a bank account
- can hold, acquire and deal with property in its own name
- can sue or be sued
- continues, even though its members may change.
While there are benefits to be gained from incorporation, there are also obligations. These include annual reporting obligations, maintaining minutes, proper financial and membership records and registers.
Incorporation is not compulsory and you may wish to seek advice from a solicitor, accountant, governing or funding body on whether incorporation is appropriate.
NSW Fair Trading administers the Associations Incorporation Act 2009 (the Act).
A free online register of NSW incorporated associations is available by visiting the NSW incorporated associations online register.
It provides key information about incorporated associations registered in NSW, including an entity's incorporation name and number, date of incorporation and registration status.
If you require more detailed information, please contact Registry Services on 1800 502 042 or email firstname.lastname@example.org for assistance.
What is the objective of the Act?
A key objective of the Act is to establish a scheme for the registration of associations that have been set up for small-scale, non-profit and non-commercial activities.
What is the association's liability?
As a legal entity in its own right, an association bears liability for its acts. This means that claims made against an association, either as debts or compensation for negligence, are the responsibility of the association.
What liability do members have?
Members are liable for the amounts each member owes the association in respect of their membership. For most, this means the fees or subscriptions due to the association.
Members of the management committee of an association also have limited liability for the debts of an association, as long as they follow accepted business and community standards.
Is there a limit to the number of members?
The Act requires an association to have a minimum of 5 members at all times.
There is no maximum limit for the number of members.
Can an association be refused incorporation?
NSW Fair Trading may refuse to register an association and may direct an association to apply for cancellation.
Must all operations be in NSW?
There is no requirement to have all operations in NSW. However if all, or a majority, of the association's operations are outside the state, incorporation as a NSW association may not be appropriate.
The Act requires that the public officer resides in NSW.
If an association wishes to open an office or carry on some of its activities outside of NSW, it should consider if it is necessary to register as a Registrable Australian Body under the Corporations Act 2001 of the Commonwealth. Contact the Australian Securities and Investments Commission (ASIC) for information on Registrable Australian Bodies, or your legal adviser concerning these requirements.